KEYCORP /NEW/ — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-05-22

Reporting Person: Dallas H James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-22	Common Shares	M	6421	—	Acquired	59367	Direct
2017-05-22	Common Shares	D	3210	$17.71	Disposed	56157	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-22	Deferred Shares	$	M	6421	Disposed	2017-05-22	Common Shares (6421)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 22, 2017, 3,210 of the Reporting Person's Deferred Shares were settled for cash, and the remaining 3,211 Deferred Shares were settled for an equal number of KeyCorp Common Shares.